Common use of Limitation on Guarantor Liability Clause in Contracts

Limitation on Guarantor Liability. The New Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor and the other Guarantors hereby irrevocably agree that the obligations of the New Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 2 of this Agreement, result in the obligations of the New Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy LawCode as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementSixteen, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyancefraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, Canadian, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New each Guarantor will shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. The obligations of each Guarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement13, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each U.S. Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such U.S. Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other U.S. Guarantors hereby irrevocably agree that the obligations of the New such U.S. Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such U.S. Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other U.S. Guarantor in respect of the obligations of such other U.S. Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such U.S. Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Guaranteed Notes, each Holderholder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy LawCode as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementSixteen, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyancefraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Subsidiary Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will under its Note Guarantee and this Article Eleven shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any guarantee under the New Guarantor Credit Agreement) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementEleven, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of NotesGuaranteed Securities, each HolderHolder thereof, hereby confirms that it is the intention of all such parties that the Note Securities Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state State law to the extent applicable to any Note Securities Guarantee. To effectuate the foregoing intention, to the Trusteeextent permitted under applicable law, the Holders, the New Holders and each Guarantor and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementFourteen, result in the obligations of the New such Guarantor under its Note Securities Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New (a) Subject to paragraph (b) below, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementXVI, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New a Guarantor not constitute a fraudulent conveyance, a fraudulent transfer or conveyance financial assistance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New each Guarantor will shall be limited to the maximum amount that willas shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement13, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Note Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. 102 To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders of Notes and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer transfer, unfair, improper or fraudulent disposition or preference or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar or other federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer transfer, unfair, improper or fraudulent disposition or preference or conveyance.. 4869-1723-0772 v.7

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy LawCode as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementSeventeen, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyancefraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 17.01(b), are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer, conveyance or preference, financial assistance or a transfer or conveyance at undervalue, for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state, provincial or state other applicable U.S., Canadian or foreign law to the extent applicable to any Note GuaranteeGuarantee or that the obligations of such Guarantor under this Article 10 would otherwise be held or determined to be void, voidable, invalid or unenforceable on account of the amount of its liability under this Article 10. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 2 of this Agreement, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer, conveyance or preference, financial assistance or a transfer at undervalue under applicable law, and not being held or conveyancedetermined to be void, voidable, invalid or unenforceable.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Insolvency Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited in amount to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Subsidiary Guarantee not constituting a being voidable under corporate law or applicable law relating to fraudulent transfer or conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally or otherwise being void, voidable or unenforceable under any bankruptcy, reorganization, insolvency, liquidation or other similar legislation or legal principles.

Limitation on Guarantor Liability. The New Guarantor, and by its acceptance of Senior Subordinated Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of the New Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors Guarantor hereby irrevocably agree that the obligations of the New Guarantor will under its Senior Subordinated Guarantee and Article 11 of the Indenture shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 2 11 of this Agreementthe Indenture, result in the obligations of the New Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or other law to the extent applicable to any Note GuaranteeGuarantee or Guarantor. To effectuate the foregoing intention, the Trustee, the HoldersNoteholder Collateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations Obligations of such Guarantor under this Indenture, the New Guarantor Note Guarantees and the Security Documents will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under this Article 2 of this Agreement11, result in the obligations Obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement13, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New GuarantorEach Guarantor and, and by its acceptance of NotesNotes and the Note Guarantees, each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement11, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state, provincial, territorial or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will under its Note Guarantee and this Article Eleven shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor (including any guarantee of a Credit Facility under Section 4.10(b)(1)) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementEleven, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Senior Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subsidiary Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Senior Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will under its Senior Subsidiary Guarantee and this Article Fifteen shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such lawslaws (including under any Bank Credit Facility), and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementFifteen, result in the obligations of the New such Guarantor under its Note Senior Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The Each New Guarantor, and by its acceptance of Senior Subordinated Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of the New Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Holders and each New Guarantor and the other Guarantors hereby irrevocably agree that the obligations of the each New Guarantor will under its Senior Subordinated Guarantee and Article 11 of the Indenture shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other New Guarantor in respect of the obligations of such other New Guarantor under Article 2 11 of this Agreementthe Indenture, result in the obligations of the New Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New GuarantorEach Guarantor made party to this Indenture by execution of a supplemental indenture (if any), and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Guarantors (if any) hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New GuarantorEach Guarantor and, and by its acceptance of NotesNotes and the Note Guarantees, each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement11, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.. Section 11.03

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of the New each Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Holders and each New Guarantor and the other Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Senior Subordinated Guarantee and Article 11 of the New Guarantor will Indenture shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New each Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 2 11 of this Agreementthe Indenture, result in the obligations of the New Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Trustee, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement13, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

Limitation on Guarantor Liability. The New (a) Each Guarantor, and by its acceptance of Notes, each HolderHolder of Notes, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor does not constitute a fraudulent transfer or conveyance or voidable preference for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state other applicable law or laws of another jurisdiction to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, Holders of the New Guarantor Notes and the other Guarantors hereby irrevocably agree that the obligations of the New each Guarantor will shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyancevoidable preference under applicable law or as otherwise required under the Agreed Security Principles. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment (such net assets determined in accordance with GAAP).

Limitation on Guarantor Liability. The New Guarantor, and by its acceptance of 2025 Notes, each 2025 Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawTitle 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note the Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor 2025 Holders and the other Guarantors Guarantor hereby irrevocably agree that the obligations of the New Guarantor will shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 2 of this Agreement, Guarantee or any other guarantee result in the obligations of the New Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersNotes Collateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations of the New each Guarantor will shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this Agreement10, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or conveyancebeing void or voidable under any law relating to insolvency of debtors.

Limitation on Guarantor Liability. The New Each Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor or the New Guarantor Parent Guarantor, as applicable, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Guarantors and the other Guarantors Parent Guarantor hereby irrevocably agree that the obligations of the New such Guarantor or Parent Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or Parent Guarantor in respect of the obligations of such other Guarantor or Parent Guarantor under this Article 2 of this Agreement11, result in the obligations of the New such Guarantor or Parent Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Subsidiary Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will under its Note Guarantee and this Article Eleven shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any guarantee under the New Guarantor Credit Agreement) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementEleven, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a PRO RATA amount based on the adjusted net assets of each Subsidiary Guarantor.

Limitation on Guarantor Liability. The New Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Holders and the other Subsidiary Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will under its Note Guarantee and this Article Ten shall be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any guarantee under the New Guarantor Credit Agreement) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementTen, result in the obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

Limitation on Guarantor Liability. The New Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or other law to the extent applicable to any Note GuaranteeGuarantee or Guarantor. To effectuate the foregoing intention, the Trustee, the HoldersNoteholder Collateral Agent, the New Guarantor Holders and the other Guarantors hereby irrevocably agree that the obligations Obligations of such Guarantor under this Indenture, the New Guarantor will Note Guarantees and the Security Documents shall be limited to the maximum amount that willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under this Article 2 of this Agreement11, result in the obligations Obligations of the New such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Limitation on Guarantor Liability. The New Guarantor, Each Guarantor and by its acceptance of Notes, each Holder, Beneficiary hereby confirms that it is the intention of all such parties that the Note Guarantee none of the New Guarantor not Facility Guarantees constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, Section 548 of the United States Bankruptcy Code or any similar federal comparable provisions of applicable law or (ii) an unlawful distribution under any applicable state law to the extent applicable to any Note Guaranteeprohibiting shareholder distributions by an insolvent subsidiary. To effectuate the foregoing intention, the Trustee, the Holders, the New Guarantor Beneficiaries and the other Guarantors hereby irrevocably agree that the obligations Facility Guarantee of the New each Guarantor will be limited to the maximum amount that as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the its obligations of such other Guarantor under Article 2 of this AgreementSection 2, result in the obligations of the New such Guarantor under its Note Facility Guarantee not constituting a fraudulent transfer or conveyanceconveyance or an unlawful distribution or otherwise render such Facility Guarantee subject to avoidance.

Limitation on Guarantor Liability. The New GuarantorEach Guarantor and, and by its acceptance of NotesGuaranteed Securities, each HolderHolder thereof, hereby confirms confirm that it is the intention of all such parties that the Note Securities Guarantee of the New such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state State law to the extent applicable to any Note Securities Guarantee. To effectuate the foregoing intention, to the Trusteeextent permitted under applicable law, the Holders, the New Holders and each Guarantor and the other Guarantors hereby irrevocably agree that the obligations of the New such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the New such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 2 of this AgreementFourteen, result in the obligations of the New such Guarantor under its Note Securities Guarantee not constituting a fraudulent transfer or conveyance.